The Board of Directors (the “Board”) of Hospitality Investors Trust, Inc. (the “Company”) has adopted a Share Repurchase Program (the “SRP”), effective as of October 1, 2018 (the “Effective Date”), to be administered by Computershare, Inc., the Company’s transfer agent. Pursuant to the SRP, and subject to the terms and conditions of the SRP, any stockholder of the Company may request that the Company repurchase all or a portion of such stockholder’s shares of common stock at a price established by the Board from time to time (the “Repurchase Price”).
The following is a summary of the terms of the SRP. Each stockholder must make his, her or its own decision whether to request that his, her or its shares be repurchased pursuant to the SRP and how many shares to request for repurchase. In doing so, the Company urges stockholders to read carefully the full SRP (which is available below) and the information included in the filings made by the Company with the SEC. These filings can be found in the website maintained by the SEC, www.sec.gov, and the “Investor Relations — SEC Filings” section of the Company’s website. The Board also urges stockholders to discuss their decisions with their tax advisor, financial advisor and/or custodian.
If you have any questions, please call our toll-free, automated telephone line, (866) 638-5572. The line is open on each business day between the hours of 8:30 a.m. and 6:00 p.m. (Eastern time).
The initial Repurchase Price at which you may request the Company repurchase your shares of common stock is $9.00 per share. The Board may change the Repurchase Price from time to time, based on such factors as it deems relevant and appropriate in its sole discretion. Any change to the Repurchase Price will only become effective 15 days after it has been disclosed on the Company’s website and in a public report filed by the Company with the SEC.
The Board strongly recommends that stockholders do not request that the Company repurchase their shares at this price due to the Board’s belief that the initial Repurchase Price is well below the current and potential long-term value of a share of common stock, as described in more detail in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on September 24, 2018.
There is no minimum holding period for shares of common stock to be eligible for repurchase pursuant to the SRP, and stockholders can request that the Company repurchase their shares at any time following the Effective Date by submitting an authorization form (which is available below).
Repurchases pursuant to the SRP will be effected quarterly at the Repurchase Price effective on the last business day of the applicable quarter. Repurchase requests must be received in good order by the second to last business day of the applicable quarter.
- Repurchases under the SRP will be limited to a maximum number of shares of common stock for any quarter equal to the lower of: (i) 1,000,000 shares of common stock; or (ii) 5.0% of the number of shares of common stock outstanding as of the last day of the previous quarter.
The Board also has the power, in its sole discretion, to determine that the Company will repurchase fewer shares than have been requested in any particular quarter, or none at all. The Board may modify, suspend, reactivate or terminate the SRP at any time.